Common use of Project Co Representations and Warranties Clause in Contracts

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH that as of the date of this Project Agreement: (i) Project Co [REDACTED] and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED] (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (v) Project Co has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (vi) no steps or proceedings have been taken or are pending to supersede or amend the constating documents, articles or by-laws of Project Co in a manner that would impair or limit its ability to perform the obligations of Project Co under this Project Agreement; (vii) this Project Agreement has been duly authorized, executed, and delivered by Project Co and constitutes a legal, valid, and binding obligation of Project Co, enforceable against Project Co in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viii) the execution, delivery, and performance by Project Co of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, including any by-laws; (B) Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ix) no Project Co Event of Default has occurred and is continuing; (x) all of the information regarding Project Co set out in Schedule 31 - Project Co Information is true and correct in all material respects; (xi) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xii) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRH, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiii) Project Co is able to meet its obligations as they generally become due; (xiv) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]; (xv) The Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; and (xvi) [REDACTED].

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH HMQ that as of the date of this Project Agreement: (i) Project Co [REDACTED] ], and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED]; (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital courthouse facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (viv) [REDACTED] Project Co [REDACTED] has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viv) no steps or proceedings have been taken or are pending to supersede or amend amend: (A) the constating documents, articles or by-laws formation documents of Project Co Co; (B) [REDACTED]; (C) [REDACTED], in each case, in a manner that would impair or limit its [REDACTED] ability to perform its obligations or the obligations of Project Co under this Project Agreement; (viivi) this Project Agreement has been duly authorized, executed, and delivered by Project Co [REDACTED] and constitutes a legal, valid, and binding obligation of Project CoCo [REDACTED], enforceable against Project Co each of them in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivii) the execution, delivery, and performance by Project Co [REDACTED] of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, including any by-laws; (B) any Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixviii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co [REDACTED] set out in Schedule 31 - Project Co Information is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or[REDACTED], to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability [REDACTED] to perform its Project Co’s obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixi) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHHMQ, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) [REDACTED] Project Co [REDACTED] is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]); (xvxiv) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; and (xvixv) [REDACTED]] Project Co [REDACTED] is not a Non-Resident.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH Osler that as of the date of this Project Agreement: (i) Project Co [REDACTED] is a limited partnership formed and validly existing under the laws of Ontario and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED]; (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (viv) Project Co has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viv) no steps or proceedings have been taken or are pending to supersede or amend the constating documents, articles or by-laws of Project Co in a manner that would impair or limit its ability to perform the obligations of Project Co under this Project Agreement; (viivi) this Project Agreement has been duly authorized, executed, and delivered by Project Co and constitutes a legal, valid, and binding obligation of Project Co, enforceable against Project Co in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivii) the execution, delivery, and performance by Project Co of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, including any by-by laws; (B) Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixviii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co set out in Schedule 31 - – Project Co Information is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixi) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHXxxxx, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) Project Co is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]; (xiv) each Scheduled Phase Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; (xv) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; (xvi) Project Co is not a Non-Resident; (xvii) no Restricted Person has Direct or Indirect Power or Control over any member of the Project Co Group in relation to the decisions, management, actions or policies of Project Co or [REDACTED]or in relation to the operation, management and ownership of the Project; (xviii) to the knowledge of Project Co, no Restricted Person has directly or indirectly an Economic Interest in Project Co, [REDACTED] or the Project; and (xvixix) [REDACTED]the Construction Contractor is in possession of the Health and Safety Certification as required under this Project Agreement (or has made an application to IHSA for its Health and Safety Certification as required under this Project Agreement) and has the ability to maintain such Health and Safety Certification until the Final Completion Date in accordance with its term, provisions and conditions.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH Owner that as of the date of this Project Agreement: (i) Project Co [REDACTED] is a corporation incorporated and validly existing under the laws of the jurisdiction of its organization, is in good standing with the Registrar of Corporations (Alberta) with respect to the filing of annual returns, and has all the requisite corporate power and authority to own own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and the Implementing Agreements to which it is a party, and to perform its obligations hereunderhereunder and thereunder; (ii) [REDACTED] (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (v) Project Co has the requisite power, authority and corporate capacity to execute and deliver and perform this Project AgreementAgreement and the Implementing Agreements to which it is a party, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viiii) Project Co has obtained all necessary Project Co Permits, Licences and Approvals required to commence the Work; (iv) no steps or proceedings have been taken or are pending to supersede supersede, repeal or amend the its constating documents, articles or by-laws of Project Co or any shareholders agreement in a manner that would materially impair or limit its ability to perform the its obligations of Project Co under this Project AgreementAgreement or any of the Implementing Agreements to which it is a party, and such documents and agreements are in full force and effect as of the date hereof; (viiv) this Project Agreement has and the Implementing Agreements (when executed and delivered) to which Project Co is a party have been duly authorized, executed, and delivered by Project Co and constitutes a constitute legal, valid, and binding obligation obligations of Project Co, enforceable against Project Co in accordance with its their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ creditors‟ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivi) the authorization, execution, delivery, delivery and performance by Project Co of this Project Agreement and the Implementing Agreements to which it is a party does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, including any by-laws, or any unanimous shareholders agreement or similar rights agreement binding on Project Co; (B) any Applicable Law; or (C) any covenant, contract, agreementinstrument, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixvii) Project Co is an affiliate of the Contractor and the Construction Guarantor. Both are subsidiaries of PCL Construction Group Inc.; (viii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co set out in Schedule 31 - 4 – Project Co Information Information, is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or or, to the knowledge of its senior management, threatened against Project Co or, to Project Co’s knowledge, or any Project Co Party Party, at law or in equity equity, before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project AgreementAgreement or any Implementing Agreements to which it is a party, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, injunction or decree of any Governmental Authority or arbitral body that could would result in any such material adverse effect or impairment; (xiixi) Project Co has carefully reviewed the whole of this Project Agreement, including all of the Contract Documents, and all other documents made available to Project Co by or on behalf of HRRHOwner, and, to Project Co’s Co‟s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations Work in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) Project Co is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is has been assigned GST Number [REDACTED]; (xvxiv) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works Work in accordance with this Project Agreement; (xv) Project Co and the Project Co Parties, collectively, have extensive experience in the construction of health facilities and other public buildings and have the necessary high degree of expertise and experience to perform the services required by the Contract Documents, to review and interpret the Contract Documents and to complete the Work in accordance with the standard of care set out in Section 11.2(a)(viii); (xvi) the manager or supervisory personnel Project Co has assigned to the Project are highly experienced; (xvii) Project Co has a sufficient staff of qualified and competent personnel to replace its designated supervisors, subject to Owner‟s approval, in the event of death, incapacity or resignation; (xviii) Project Co and certain of the Project Co Parties have conducted inspections of the Site during the Request for Proposals process and an investigation and examination of the Contract Documents, and any other documents made available to Project Co by Owner (which include, to the extent made available to Project Co by Owner, equipment lists, a legal description of the Site, copies of any registered and unregistered agreements affecting the Site, results of tests, reports of independent testing agencies and surveys and documents indicating the location of Utilities and other structures to the extent obtained by Owner, information regarding the critical requirements to maintain the operations of the Existing Facility, hospital protocols and rules and regulations, if any, including the Site Background Reports and the Contract Documents referred to in Section 11.7(c)) so as to ascertain the nature or location of the Work and the Site, the physical conditions of the Site, the interface with the Existing Facility and protocols, rules and regulations if any, possible delays in commencing the Work, conditions relating to the transportation, handling and storage of materials and availability of labour and the character and availability of equipment, materials and facilities needed to perform the Work and to identify any Design Issues. Project Co has delivered to the Consultant requests for information in respect of all questions arising out of the foregoing inspections, investigations and examinations and in respect of each Design Issue identified. Based on this review, Project Co has established a Project Co Design Contingency adequate, in its judgement, to fund any change or delay cost that may arise as a result of any further Design Issue that may be identified and properly characterized as a Project Co Design Issue; (xix) Project Co has sufficient expertise available to it with the appropriate skills to review the Contract Documents in accordance with the standard of care set out in Section 11.2(a)(viii); (xx) Project Co has solicited bids from and will award Subcontracts for the Approved Subcontractor Work only to the applicable Approved Subcontractors and has not solicited bids from and will not award Subcontracts for the Approved Subcontractor Work except to the applicable Approved Subcontractors; and (xvixxi) [REDACTED]Project Co has secured the Financing and is in a position to implement the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in closing financing for projects similar to the Project.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH HHS that as of the date of this Project Agreement: (i) Project Co [REDACTED] and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED]; (iii) [REDACTED]; (iv) [REDACTED]; (v) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (vvi) Project Co has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (vivii) no steps or proceedings have been taken or are pending to supersede or amend the constating documents, articles or by-laws of Project Co in a manner that would impair or limit its ability to perform the obligations of Project Co under this Project Agreement; (viiviii) this Project Agreement has been duly authorized, executed, and delivered by Project Co and constitutes a legal, valid, and binding obligation of Project Co, enforceable against Project Co in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiiix) the execution, delivery, and performance by Project Co of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, including any by-laws; (B) Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixx) no Project Co Event of Default has occurred and is continuing; (xxi) all of the information regarding Project Co set out in Schedule 31 - Project Co Information is true and correct in all material respects; (xixii) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixiii) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHHHS, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixiv) Project Co is able to meet its obligations as they generally become due; (xivxv) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]; (xvxvi) The Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; and (xvixvii) [REDACTED].

Project Co Representations and Warranties. ‌ (a) Project Co represents and warrants to HRRH Contracting Authority that as of the date of this Project Agreement: (i) Project Co is [REDACTED] ], and has all the requisite corporate power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED]Project Co’s only members are the Project Co Partners; (iii) [REDACTED]; (iv) [REDACTED]; (v) [REDACTED]. (vi) To the knowledge of Project Co, no Restricted Person has directly or indirectly, an Economic Interest in Project Co, a Project Co Partner or the Project; (vii) intentionally deleted; (viii) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the designdesign and construction of highway projects similar to the Project in scale, construction scope, type and maintenance of hospital facilities complexity and have the required ability, experience, skill and capacity to perform the Project Operations Works in a timely and professional manner as set out in this Project Agreement; (vix) each Project Co Partner has the requisite power, authority and capacity to execute and deliver and perform this Project AgreementAgreement in its capacity as a partner of Project Co, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (vix) no steps or proceedings have been taken or are pending to supersede or amend the Project Co Partnership Agreement, constating documents, articles or by-by- laws of any of the Project Co Partners in a manner that would impair or limit its the ability of any Project Co Partner to perform the obligations of Project Co under this Project Agreement; (viixi) this Project Agreement has been duly authorized, executed, and delivered by on behalf of Project Co and constitutes a legal, valid, and binding obligation of Project Co, enforceable against Project Co and each Project Co Partner in its capacity as a partner of Project Co in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiixii) the execution, delivery, and performance by each Project Co Partner of this Project Agreement in its capacity as a partner of Project Co does not and will not violate or conflict with, or constitute a default under: (A) Project Co Partnership Agreement; (B) its constating, formation or organizational documents, including any by-by- laws; (BC) any Applicable Law; or (CD) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixxiii) no Project Co Event of Default has occurred and is continuing; (xxiv) all of the information regarding Project Co and each Project Co Partner set out in Schedule 31 - – Project Co Information is true and correct in all material respects; (xixv) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or any Project Co Partner or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or any Project Co Partner or in any impairment of its Project Co’s or any Project Co Partner’s ability to perform its obligations under this Project Agreement, and Project Co has and the Project Co Partners have no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixvi) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHContracting Authority, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations Works in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixvii) Project Co and each Project Co Partner is able to meet its obligations as they generally become due; (xivxviii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]; (xvxix) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; (xx) Project Co is a Canadian partnership for purposes of the Income Tax Act (Canada) and each Project Co Partner is not a Non-Resident; (xxi) Project Co has obtained all necessary Project Co Permits, Licences, Approvals and Agreements required to commence the Works; (xxii) the manager or supervisory personnel Project Co has assigned to the Project are highly experienced; (xxiii) Project Co has a sufficient staff of qualified and competent personnel to replace its designated supervisors, subject to Contracting Authority’s approval, in the event of death, incapacity or resignation; (xxiv) intentionally deleted; (xxv) Project Co has secured the Financing and is in a position to complete the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in closing financing for projects similar to the Project; (xxvi) No Restricted Person has Direct or Indirect Power or Control over any member of the Project Co Group in relation to the decisions, management, actions or policies of Project Co or in relation to the operation, management and ownership of the Project; and (xvixxvii) [REDACTED]The COR-Certified Construction Project Co Party is in possession of its COR Certification in good standing as required under this Project Agreement and has the ability to maintain such COR Certification in good standing at all times during the performance of the Works in accordance with its terms, provisions and conditions, or (xxviii) The COR-Qualified Construction Project Co Party: (A) is in possession of its ISO 45001 Accreditation which remains in good standing and has the ability to maintain such ISO 45001 Accreditation in good standing at all times during the performance of the Works until such COR-Qualified Construction Project Co Party receives its COR Certification as required under this Project Agreement, and (B) has made an application to the IHSA for its COR Certification as required under this Project Agreement.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH the City that as of the date of this Project AgreementCommercial Close: (i) Project Co is [REDACTED] formed and validly existing under the laws of the Province of Ontario and has all the requisite corporate power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder: (A) [REDACTED] under the laws of Canada, is in good standing with Corporations Canada with respect to the filing of annual reports, and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted and to enter into this Project Agreement and to duly observe and perform its obligations hereunder in its capacity as a partner of Project Co; (B) [REDACTED] under the laws of Canada, is in good standing with Corporations Canada with respect to the filing of annual reports, and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted and to enter into this Project Agreement and to duly observe and perform its obligations hereunder in its capacity as a partner of Project Co; (ii) [REDACTED]all partnership interests in Project Co as of Commercial Close have been disclosed to the City; (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction construction, maintenance and rehabilitation of light rail transit projects, including the maintenance of hospital facilities light rail vehicles, similar to the Project in scale, scope, type and complexity and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (viv) Project Co, and [REDACTED] in its capacity as partner of Project Co has have the requisite power, authority and capacity to execute and execute, deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performedperformed by Project Co or [REDACTED] in its capacity as partner of Project Co; (viv) no steps or proceedings have been taken or are pending to supersede or amend amend: (A) the constating or formation documents of Project Co, including the partnership agreement governing Project Co; or (B) the constating documents, articles or by-laws of Project Co [REDACTED], in each case, in a manner that would impair or limit its Project Co’s ability to perform the its obligations of Project Co under this Project Agreement; (viivi) this Project Agreement has been duly authorized, executed, and delivered by Project Co and by [REDACTED] in its capacity as partner of Project Co and constitutes a legal, valid, and binding obligation of Project Co, [REDACTED] enforceable against Project Co each of them in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivii) the execution, delivery, and performance by Project Co Co, and by [REDACTED] in its capacity as partner of Project Co, of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, including any by-lawslaws or partnership agreements; (B) any Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixviii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co [REDACTED] set out in Schedule 31 29 - Project Co Information is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co Co, [REDACTED] or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixi) Project Co has conducted its own investigations and has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRH, the City and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations Maintenance and Rehabilitation Services in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) Project Co Co, and [REDACTED] in its capacity as partner of Project Co, is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]); (xvxiv) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; and; (xv) each of Project Co, [REDACTED] is not a Non-Resident; (xvi) [REDACTED]no Restricted Person has Direct or Indirect Power or Control over any member of the Project Co Group in relation to the decisions, management, actions or policies of Project Co or in relation to the operation, management and ownership of the Project; (xvii) to the knowledge of Project Co, no Restricted Person has directly or indirectly, an Economic Interest in Project Co or the Project; (xviii) either: (A) the COR-Certified Construction Project Co Party is in possession of its COR Certification in good standing as required under this Project Agreement and has the ability to maintain such COR Certification in good standing at all times during the performance of the Works in accordance with its terms, provisions and conditions; or (B) the COR-Qualified Construction Project Co Party: (I) is in possession of its OHSAS 18001 Accreditation which remains in good standing and has the ability to maintain such OHSAS 18001 Accreditation in good standing at all times during the performance of the Works until such COR-Qualified Construction Project Co Party receives its COR Certification as required under this Project Agreement: and (II) has made an application to the IHSA for its COR Certification as required under this Project Agreement (or has made an application to IHSA for its Health and Safety Certificate as required under this Project Agreement) and has the ability to maintain such Health and Safety Certification until the Final Completion Date in accordance with its terms, provisions and conditions.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH Contracting Authority that as of the date of this Project Agreement: (i) Project Co is [REDACTED] ], and has all the requisite corporate power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED]Project Co’s only members are the Project Co Partners; (iii) [REDACTED]; (iv) [REDACTED]; (v) To the knowledge of Project Co, no Restricted Person has directly or indirectly, an Economic Interest in Project Co, a Project Co Partner or the Project; (vi) intentionally deleted; (vii) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the designdesign and construction of highway projects similar to the Project in scale, construction scope, type and maintenance of hospital facilities complexity and have the required ability, experience, skill and capacity to perform the Project Operations Works in a timely and professional manner as set out in this Project Agreement; (vviii) each Project Co Partner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, in its capacity as a partner of Project Co, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viix) no steps or proceedings have been taken or are pending to supersede or amend the Project Co Partnership Agreement, constating documents, articles or by-by- laws of any of the Project Co Partners in a manner that would impair or limit its the ability of any Project Co Partner to perform the obligations of Project Co under this Project Agreement; (viix) this Project Agreement has been duly authorized, executed, and delivered by on behalf of Project Co and constitutes a legal, valid, and binding obligation of Project Co, enforceable against Project Co and each Project Co Partner in its capacity as a partner of Project Co in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiixi) the execution, delivery, and performance by each Project Co Partner of this Project Agreement in its capacity as a partner of Project Co does not and will not violate or conflict with, or constitute a default under: (A) Project Co Partnership Agreement; (B) its constating, formation or organizational documents, including any by-laws; (BC) any Applicable Law; or (CD) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixxii) no Project Co Event of Default has occurred and is continuing; (xxiii) all of the information regarding Project Co and each Project Co Partner set out in Schedule 31 - – Project Co Information is true and correct in all material respects; (xixiv) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or any Project Co Partner or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or any Project Co Partner or in any impairment of its Project Co’s or any Project Co Partner’s ability to perform its obligations under this Project Agreement, and Project Co has and the Project Co Partners have no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixv) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHContracting Authority, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations Works in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixvi) Project Co and each Project Co Partner is able to meet its obligations as they generally become due; (xivxvii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]; (xvxviii) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; (xix) Project Co is a Canadian partnership for the purposes of the Income Tax Act (xx) Project Co has obtained all necessary Project Co Permits, Licences, Approvals and Agreements required to commence the Works; (xxi) the manager or supervisory personnel Project Co has assigned to the Project are highly experienced; (xxii) Project Co has a sufficient staff of qualified and competent personnel to replace its designated supervisors, subject to Contracting Authority’s approval, in the event of death, incapacity or resignation; (xxiii) intentionally deleted; (xxiv) Project Co has secured the Financing and is in a position to complete the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in closing financing for projects similar to the Project; (xxv) No Restricted Person has Direct or Indirect Power or Control over any member of the Project Co Group in relation to the decisions, management, actions or policies of Project Co or in relation to the operation, management and ownership of the Project; and (xvixxvi) [REDACTED]either: (A) The COR-Certified Construction Project Co Party is in possession of its COR Certification in good standing as required under this Project Agreement and has the ability to maintain such COR Certification in good standing at all times during the performance of the Works in accordance with its terms, provisions and conditions, or (B) The COR-Qualified Construction Project Co Party: (I) is in possession of its OHSAS 18001 Accreditation which remains in good standing and has the ability to maintain such OHSAS 18001 Accreditation in good standing at all times during the performance of the Works until such COR-Qualified Construction Project Co Party receives its COR Certification as required under this Project Agreement, and (II) has made an application to the IHSA for its COR Certification as required under this Project Agreement.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH Owner that as of the date of this Project Agreement: (i) Project Co [REDACTED] is a corporation incorporated and validly existing under the laws of the jurisdiction of its organization, is in good standing with the Ministry of Government and Consumer Services (Ontario) with respect to the filing of annual returns, and has all the requisite corporate power and authority to own own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and the Implementing Agreements to which it is a party, and to perform its obligations hereunderhereunder and thereunder; (ii) [REDACTED] (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (v) Project Co has the requisite power, authority and corporate capacity to execute and deliver and perform this Project AgreementAgreement and the Implementing Agreements to which it is a party, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viiii) Project Co has obtained all necessary Project Co Permits, Licences and Approvals required to commence the Work; (iv) no steps or proceedings have been taken or are pending to supersede supersede, repeal or amend the its constating documents, articles or by-laws of Project Co or any shareholders agreement in a manner that would materially impair or limit its ability to perform the its obligations of Project Co under this Project AgreementAgreement or any of the Implementing Agreements to which it is a party, and such documents and agreements are in full force and effect as of the date hereof; (viiv) this Project Agreement has and the Implementing Agreements (when executed and delivered) to which Project Co is a party have been duly authorized, executed, and delivered by Project Co and constitutes a constitute legal, valid, and binding obligation obligations of Project Co, enforceable against Project Co in accordance with its their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivi) the authorization, execution, delivery, delivery and performance by Project Co of this Project Agreement and the Implementing Agreements to which it is a party does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation constating or organizational documents, including documents or any by-lawsunanimous shareholders agreement or similar rights agreement binding on Project Co; (B) any Applicable Law; or (C) any covenant, contract, agreementinstrument, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixvii) Project Co is a wholly owned subsidiary of each of the Contractor and the Construction Guarantor; (viii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co set out in Schedule 31 - 4 – Project Co Information Information, is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or or, to the knowledge of its senior management, threatened against Project Co or, to Project Co’s knowledge, or any Project Co Party Party, at law or in equity equity, before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project AgreementAgreement or any Implementing Agreements to which it is a party, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, injunction or decree of any Governmental Authority or arbitral body that could would result in any such material adverse effect or impairment; (xiixi) Project Co has carefully reviewed the whole of this Project Agreement, including all of the Contract Documents, and all other documents made available to Project Co by or on behalf of HRRHOwner, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations Work in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) Project Co is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its has been assigned GST/HST registration number is Number [REDACTED]; (xvxiv) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works Work in accordance with this Project Agreement; (xv) Project Co and the Project Co Parties, collectively, have extensive experience in the construction of health facilities and other public buildings and have the necessary high degree of expertise and experience to perform the services required by the Contract Documents, to review and interpret the Contract Documents and to complete the Work in accordance with the standard of care set out in Section 11.2(a)(viii); (xvi) the manager or supervisory personnel Project Co has assigned to the Project are highly experienced; (xvii) Project Co has a sufficient staff of qualified and competent personnel to replace its designated supervisors, subject to Owner’s approval, in the event of death, incapacity or resignation; (xviii) Project Co and certain of the Project Co Parties have conducted inspections of the Site during the Request for Proposals process and an investigation and examination of the Contract Documents, and any other documents made available to Project Co by Owner (which include, to the extent made available to Project Co by Owner, equipment lists, a legal description of the Site, copies of any registered and unregistered agreements affecting the Site, results of tests, reports of independent testing agencies and surveys and documents indicating the location of Utilities and other structures to the extent obtained by Owner, information regarding the critical requirements to maintain the operations of the Existing Facility, hospital protocols and rules and regulations, if any, including the Site Background Reports and the Contract Documents referred to in Section 11.7(c)) so as to ascertain the nature or location of the Work and the Site, the physical conditions of the Site, the interface with the Existing Facility and protocols, rules and regulations if any, possible delays in commencing the Work, conditions relating to the transportation, handling and storage of materials and availability of labour and the character and availability of equipment, materials and facilities needed to perform the Work and to identify any Design Issues. Project Co has delivered to the Consultant requests for information in respect of all questions arising out of the foregoing inspections, investigations and examinations and in respect of each Design Issue identified. Based on this review, Project Co has established a Project Co Design Contingency adequate, in its judgement, to fund any change or delay cost that may arise as a result of any further Design Issue that may be identified and properly characterized as a Project Co Design Issue; (xix) Project Co has sufficient expertise available to it with the appropriate skills to review the Contract Documents in accordance with the standard of care set out in Section 11.2(a)(viii); (xx) Project Co has solicited bids from and will award Subcontracts for the Approved Subcontractor Work only to the applicable Approved Subcontractors and has not solicited bids from and will not award Subcontracts for the Approved Subcontractor Work except to the applicable Approved Subcontractors; and (xvixxi) [REDACTED]Project Co has obtained an indicative term sheet which is subject to various terms and conditions and is diligently proceeding to arrange the Financing in order to be in a position to implement the Financing on or before the Financial Close Target Date, subject to the satisfaction or waiver of the Contracting Parties Conditions or any conditions in favour of the Lender.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH that the Province as follows as of the date of this Project Agreement (or as of such other date as may be specified herein) and acknowledges that the Province is relying upon such representations and warranties in entering into this Project Agreement: (i) Project Co is [REDACTED] ], and has all the requisite power power, authority and authority capacity to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED] (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (v) Project Co has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viii) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the development, design, construction, financing operation and maintenance of service centres and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (iii) no steps or proceedings have been taken or are pending to supersede or amend the its constating documents, articles documents or by-laws of Project Co organizational documents in a manner that would impair or limit its ability to perform the its obligations of Project Co under this Project Agreement; (viiiv) this Project Agreement has been duly authorized, executed, and delivered by Project Co and constitutes a legal, valid, valid and binding obligation of Project Co, enforceable against Project Co in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiiv) the execution, delivery, and performance by Project Co of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation constating or organizational documents, including any by-laws; (B) Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixvi) no Project Co Event of Default and no event which would, with the giving of notice or the passage of time or both, constitute a Project Co Event of Default, has occurred and is continuing; (xvii) all of the information regarding Project Co set out in Schedule 31 - 21 – Project Co Information is true and correct in all material respects; (xiviii) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, properties or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, injunction or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiiix) Project Co has carefully reviewed the whole of this Project Agreement, Agreement and all other documents made available to Project Co by or on behalf of HRRHthe Province, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiix) Project Co is able to meet its obligations as they generally become due; (xivxi) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]); (xvxii) The Scheduled Substantial Completion Date is a based upon the Targeted Turnover Dates, each of the Targeted Opening Dates are realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; (xiii) the Closing Financial Model fairly represents a reasonable and comprehensive estimate of the cash flow and revenues related to the Highway Service Centre Portfolio; (xiv) there are no other persons receiving payment, revenue, other consideration or costs savings relating to the Highway Service Centre Portfolio that are not represented in the Closing Financial Model, other than: (A) as set out in the Construction Contracts, copies of which have been provided to the Province; (B) as set out in Service Provider Agreements entered into in the ordinary course of business and on commercially reasonable Arm’s Length terms; andor (C) [REDACTED], provided that, notwithstanding the foregoing, the Closing Financial Model reflects that the prices paid by Project Co for goods and services are, as at the time the purchase orders or contracts are entered into, the lowest invoiced prices available for such goods and services at similar volumes and on similar terms in the relevant Market Area; or (D) as set out in Section 10.1(a)(xv); (xv) the Closing Financial Model fully discloses payments to be made by or to the Revenue Parties and all other consideration to be given or received by the Revenue Parties, in each case, other than as set out in: (A) the Construction Contracts, copies of which have been provided to the Province; or (B) contracts entered into by Revenue Parties in the ordinary course of business and on commercially reasonable Arm’s Length terms; or (C) [REDACTED]. (xvi) [REDACTED]; and (xvii) to the best of its knowledge and belief following consultation with the Construction Contractor, and based upon the experience and best practices of the Construction Contractor, as at the Mandatory Minimum Services Opening Date for each Site, the useful life of the structural shell, foundations and footings of the buildings constructed as part of the Initial Works on each such Site, based upon customary industry standards for life cycle maintenance, will not be less than 67 years.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH Owner that as of the date of this Project Agreement: (i) Project Co [REDACTED] is a corporation incorporated and validly existing under the laws of the jurisdiction of its organization, is in good standing with the Registrar of Corporations (Alberta) with respect to the filing of annual returns, and has all the requisite corporate power and authority to own own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and the Implementing Agreements to which it is a party, and to perform its obligations hereunderhereunder and thereunder; (ii) [REDACTED] (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (v) Project Co has the requisite power, authority and corporate capacity to execute and deliver and perform this Project AgreementAgreement and the Implementing Agreements to which it is a party, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viiii) Project Co has obtained all necessary Project Co Permits, Licences and Approvals required to commence the Work; (iv) no steps or proceedings have been taken or are pending to supersede supersede, repeal or amend the its constating documents, articles or by-laws of Project Co or any shareholders agreement in a manner that would materially impair or limit its ability to perform the its obligations of Project Co under this Project AgreementAgreement or any of the Implementing Agreements to which it is a party, and such documents and agreements are in full force and effect as of the date hereof; (viiv) this Project Agreement has and the Implementing Agreements (when executed and delivered) to which Project Co is a party have been duly authorized, executed, and delivered by Project Co and constitutes a constitute legal, valid, and binding obligation obligations of Project Co, enforceable against Project Co in accordance with its their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivi) the authorization, execution, delivery, delivery and performance by Project Co of this Project Agreement and the Implementing Agreements to which it is a party does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation constating or organizational documents, including documents or any by-lawsunanimous shareholders agreement or similar rights agreement binding on Project Co; (B) any Applicable Law; or (C) any covenant, contract, agreementinstrument, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixvii) Project Co is an affiliate of each of the Contractor and the Construction Guarantor. Both are subsidiaries of PCL Construction Group Inc.; (viii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co set out in Schedule 31 - 4 – Project Co Information Information, is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or or, to the knowledge of its senior management, threatened against Project Co or, to Project Co’s knowledge, or any Project Co Party Party, at law or in equity equity, before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project AgreementAgreement or any Implementing Agreements to which it is a party, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, injunction or decree of any Governmental Authority or arbitral body that could would result in any such material adverse effect or impairment; (xiixi) Project Co has carefully reviewed the whole of this Project Agreement, including all of the Contract Documents, and all other documents made available to Project Co by or on behalf of HRRHOwner, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations Work in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) Project Co is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its has been assigned GST/HST registration number is Number [REDACTED]; (xvxiv) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works Work in accordance with this Project Agreement; (xv) Project Co and the Project Co Parties, collectively, have extensive experience in the construction of health facilities and other public buildings and have the necessary high degree of expertise and experience to perform the services required by the Contract Documents, to review and interpret the Contract Documents and to complete the Work in accordance with the standard of care set out in Section 11.2(a)(viii); (xvi) the manager or supervisory personnel Project Co has assigned to the Project are highly experienced; (xvii) Project Co has a sufficient staff of qualified and competent personnel to replace its designated supervisors, subject to Owner’s approval, in the event of death, incapacity or resignation; (xviii) Project Co and certain of the Project Co Parties have conducted inspections of the Site during the Request for Proposals process and an investigation and examination of the Contract Documents, and any other documents made available to Project Co by Owner (which include, to the extent made available to Project Co by Owner, equipment lists, a legal description of the Site, copies of any registered and unregistered agreements affecting the Site, results of tests, reports of independent testing agencies and surveys and documents indicating the location of Utilities and other structures to the extent obtained by Owner, information regarding the critical requirements to maintain the operations of the Existing Facility, hospital protocols and rules and regulations, if any, including the Site Background Reports and the Contract Documents referred to in Section 11.7(c)) so as to ascertain the nature or location of the Work and the Site, the physical conditions of the Site, the interface with the Existing Facility and protocols, rules and regulations if any, possible delays in commencing the Work, conditions relating to the transportation, handling and storage of materials and availability of labour and the character and availability of equipment, materials and facilities needed to perform the Work and to identify any Design Issues. Project Co has delivered to the Consultant requests for information in respect of all questions arising out of the foregoing inspections, investigations and examinations and in respect of each Design Issue identified. Based on this review, Project Co has established a Project Co Design Contingency adequate, in its judgement, to fund any change or delay cost that may arise as a result of any further Design Issue that may be identified and properly characterized as a Project Co Design Issue; (xix) Project Co has sufficient expertise available to it with the appropriate skills to review the Contract Documents in accordance with the standard of care set out in Section 11.2(a)(viii); (xx) Project Co has solicited bids from and will award Subcontracts for the Approved Subcontractor Work only to the applicable Approved Subcontractors and has not solicited bids from and will not award Subcontracts for the Approved Subcontractor Work except to the applicable Approved Subcontractors; and (xvixxi) [REDACTED]Project Co has secured the Financing and is in a position to implement the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in closing financing for projects similar to the Project.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH SJHC that as of the date of this Project Agreement: (i) Project Co is a [REDACTED] formed and validly existing under the laws of the Province of Manitoba and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED]; (iii) [REDACTED]; (iv) [REDACTED]; (v) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (vvi) Each of Project Co Co, [REDACTED] has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (vivii) no steps or proceedings have been taken or are pending to supersede or amend amend (A) the constating documents, or formation documents of Project Co or [REDACTED]; or (B) the articles or by-laws of Project Co [REDACTED], in each case, in a manner that would impair or limit its Project Co’s ability to perform the its obligations of Project Co under this Project Agreement; (viiviii) this Project Agreement has been duly authorized, executed, and delivered by Project Co Co, [REDACTED] (and constitutes a legal, valid, and binding obligation of each of Project Co, [REDACTED] enforceable against Project Co each of them in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiiix) the execution, delivery, and performance by Project Co Co, [REDACTED] of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, . including any by-laws; (B) Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixx) no Project Co Event of Default has occurred and is continuing; (xxi) all of the information regarding Project Co Co, [REDACTED] set out in Schedule 31 - Project Co Information is true and correct in all material respects; (xixii) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixiii) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHSJHC, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixiv) Project Co is able to meet its obligations as they generally become due; (xivxv) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]; (xvxvi) The the Scheduled Early Occupancy Completion Date and the Scheduled Substantial Completion Date is a are realistic date dates and is are achievable by Project Co performing the Works in accordance with this Project Agreement; and (xvixvii) [REDACTED]Project Co is not a Non-Resident.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH Owner that as of the date of this Project Agreement: (i) Project Co [REDACTED] is a corporation incorporated and validly existing under the laws of the jurisdiction of its organization, is in good standing with the Ministry of Government and Consumer Services (Ontario) with respect to the filing of annual returns, and has all the requisite corporate power and authority to own own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and the Implementing Agreements to which it is a party, and to perform its obligations hereunderhereunder and thereunder; (ii) [REDACTED] (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (v) Project Co has the requisite power, authority and corporate capacity to execute and deliver and perform this Project AgreementAgreement and the Implementing Agreements to which it is a party, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viiii) Project Co has obtained all necessary Project Co Permits, Licences and Approvals required to commence the Work; (iv) no steps or proceedings have been taken or are pending to supersede supersede, repeal or amend the its constating documents, articles or by-laws of Project Co or any shareholders agreement in a manner that would materially impair or limit its ability to perform the its obligations of Project Co under this Project AgreementAgreement or any of the Implementing Agreements to which it is a party, and such documents and agreements are in full force and effect as of the date hereof; (viiv) this Project Agreement has and the Implementing Agreements (when executed and delivered) to which Project Co is a party have been duly authorized, executed, and delivered by Project Co and constitutes a constitute legal, valid, and binding obligation obligations of Project Co, enforceable against Project Co in accordance with its their respective terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivi) the authorization, execution, delivery, delivery and performance by Project Co of this Project Agreement and the Implementing Agreements to which it is a party does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation constating or organizational documents, including documents or any by-lawsunanimous shareholders agreement or similar rights agreement binding on Project Co; (B) any Applicable Law; or (C) any covenant, contract, agreementinstrument, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixvii) Project Co is a wholly-owned subsidiary of Aecon Construction Group Inc.; (viii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co set out in Schedule 31 - 4 – Project Co Information Information, is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or or, to the knowledge of its senior management, threatened against Project Co or, to Project Co’s knowledge, or any Project Co Party Party, at law or in equity equity, before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project AgreementAgreement or any Implementing Agreements to which it is a party, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, injunction or decree of any Governmental Authority or arbitral body that could would result in any such material adverse effect or impairment; (xiixi) Project Co has carefully reviewed the whole of this Project Agreement, including all of the Contract Documents, and all other documents made available to Project Co by or on behalf of HRRHOwner, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations Work in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) Project Co is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its has been assigned GST/HST registration number is Number [REDACTED]; (xvxiv) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works Work in accordance with this Project Agreement; (xv) Project Co and the Project Co Parties, collectively, have extensive experience in the construction of health facilities and other public buildings and have the necessary high degree of expertise and experience to perform the services required by the Contract Documents, to review and interpret the Contract Documents and to complete the Work in accordance with the standard of care set out in Section 11.2(a)(viii); (xvi) the manager or supervisory personnel Project Co has assigned to the Project are highly experienced; (xvii) Project Co has a sufficient staff of qualified and competent personnel to replace its designated supervisors, subject to Owner’s approval, in the event of death, incapacity or resignation; (xviii) Project Co and certain of the Project Co Parties have conducted inspections of the Site during the Request for Proposals process and an investigation and examination of the Contract Documents, and any other documents made available to Project Co by Owner (which include, to the extent made available to Project Co by Owner, equipment lists, a legal description of the Site, copies of any registered and unregistered agreements affecting the Site, results of tests, reports of independent testing agencies and surveys and documents indicating the location of Utilities and other structures to the extent obtained by Owner, information regarding the critical requirements to maintain the operations of the Existing Facility, hospital protocols and rules and regulations, if any, including the Site Background Reports and the Contract Documents referred to in Section 11.7(c)) so as to ascertain the nature or location of the Work and the Site, the physical conditions of the Site, the interface with the Existing Facility and protocols, rules and regulations if any, possible delays in commencing the Work, conditions relating to the transportation, handling and storage of materials and availability of labour and the character and availability of equipment, materials and facilities needed to perform the Work and to identify any Design Issues. Project Co has delivered to the Consultant requests for information in respect of all questions arising out of the foregoing inspections, investigations and examinations and in respect of each Design Issue identified. Based on this review, Project Co has established a Project Co Design Contingency adequate, in its judgement, to fund any change or delay cost that may arise as a result of any further Design Issue that may be identified and properly characterized as a Project Co Design Issue; (xix) Project Co has sufficient expertise available to it with the appropriate skills to review the Contract Documents in accordance with the standard of care set out in Section 11.2(a)(viii); (xx) Project Co has solicited bids from and will award Subcontracts for the Approved Subcontractor Work only to the applicable Approved Subcontractors and has not solicited bids from and will not award Subcontracts for the Approved Subcontractor Work except to the applicable Approved Subcontractors; and (xvixxi) [REDACTED]Project Co has secured the Financing and is in a position to implement the Financing on or before the Financial Close Target Date, subject to the satisfaction of reasonable conditions that are customary in closing financing for projects similar to the Project.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH MHCP that as of the date of this Project Agreement: (i) Project Co is a [REDACTED] formed and validly existing under the laws of [REDACTED] and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED] (iii) [REDACTED] (iv) [REDACTED] (v) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction and maintenance of hospital facilities and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (vvi) Each of Project Co Co, [REDACTED] has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (vivii) no steps or proceedings have been taken or are pending to supersede or amend amend (A) the constating documents, or formation documents of Project Co or [REDACTED]; or (B) the articles or by-laws of Project Co [REDACTED], in each case, in a manner that would impair or limit its Project Co’s ability to perform the its obligations of Project Co under this Project Agreement; (viiviii) this Project Agreement has been duly authorized, executed, and delivered by Project Co Co, [REDACTED] and constitutes a legal, valid, and binding obligation of each of Project Co, [REDACTED] enforceable against Project Co each of them in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiiix) the execution, delivery, and performance by Project Co Co, [REDACTED] of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, . including any by-laws; (B) Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixx) no Project Co Event of Default has occurred and is continuing; (xxi) all of the information regarding Project Co Co, [REDACTED] set out in Schedule 31 - Project Co Information is true and correct in all material respects; (xixii) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixiii) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHMHCP, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixiv) Project Co is able to meet its obligations as they generally become due; (xivxv) Project Co is registered under Division V of Part IX of the Excise Tax Act (Canada) and its HST registration number is [REDACTED]; (xvxvi) The the Scheduled Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; and (xvixvii) [REDACTED]Project Co is not a Non-Resident.

Project Co Representations and Warranties. (a) Project Co represents and warrants to HRRH the Ministry that as of the date of this Project AgreementCommercial Close: (i) Project Co [REDACTED] is a Limited Partnership formed and validly existing under the laws of the Province of Saskatchewan, is in good standing with the Saskatchewan Corporate Registry with respect to the filing of annual reports, and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder; (ii) [REDACTED]SGTP Highway Bypass GP Inc. is a corporation formed and validly existing under the laws of the Province of Saskatchewan, is in good standing with the Saskatchewan Corporate Registry with respect to the filing of annual reports, and has all the requisite power and authority to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and to perform its obligations hereunder in its capacity as the general partner of Project Co; (iii) [REDACTED] (iv) Project Co and the Project Co Parties, collectively, have extensive experience and are knowledgeable in the design, construction construction, maintenance and maintenance rehabilitation of hospital facilities highway projects similar to the Project in scale, scope, type and complexity and have the required ability, experience, skill and capacity to perform the Project Operations in a timely and professional manner as set out in this Project Agreement; (viv) Project Co has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (viv) no steps or proceedings have been taken or are pending to supersede or amend the constating documents, articles or by-laws of Project Co in a manner that would impair or limit its ability to perform the its obligations of Project Co under this Project Agreement; (viivi) this Project Agreement has been duly authorized, executed, and delivered by Project Co and constitutes a legal, valid, and binding obligation of Project Co, enforceable against Project Co in accordance with its terms, subject only to: (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and (B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments; (viiivii) the execution, delivery, and performance by Project Co of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) its constating, formation or organizational documents, including any by-laws; (B) any Applicable Law; or (C) any covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; (ixviii) no Project Co Event of Default has occurred and is continuing; (xix) all of the information regarding Project Co set out in Schedule 31 - 7 – Project Co Information is true and correct in all material respects; (xix) there are no actions, suits, proceedings, or investigations pending or threatened against Project Co or, to Project Co’s knowledge, any Project Co Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) that individually or in the aggregate could result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of Project Co or in any impairment of its ability to perform its obligations under this Project Agreement, and Project Co has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (xiixi) Project Co has carefully reviewed the whole of this Project Agreement, and all other documents made available to Project Co by or on behalf of HRRHthe Ministry, and, to Project Co’s knowledge, nothing contained herein or therein inhibits or prevents Project Co from completing the Works or performing the Project Operations in accordance with this Project Agreement in a good and safe manner so as to achieve and satisfy the requirements of this Project Agreement; (xiiixii) Project Co is able to meet its obligations as they generally become due; (xivxiii) Project Co is registered under Division V of Part IX of the Excise Tax Act Act (Canadaxiv) Project Co is registered with the Ministry of Finance for purposes of PST and its HST registration PST Vendor’s Licence number is [REDACTED]; (xv) The the Scheduled Substantial Completion Date and the Scheduled Phase One Substantial Completion Date is a realistic date and is achievable by Project Co performing the Works in accordance with this Project Agreement; and (xvi) [REDACTED]Project Co is not a Non-Resident; and (xvii) to the knowledge of Project Co, after due inquiry, no Restricted Person has Direct or Indirect Power or Control over any member of the Project Co Group in relation to the decisions, management, actions or policies of Project Co or in relation to the operation, management and ownership of the Project.